he turrets, the ancient city gates and the cobblestoned streets -- these are the fairy tale images of Latvia, Estonia and Lithuania, known collectively as the Baltic States.

Since gaining independence in 1991, these northeastern European neighbors, occupied by the Germans during World War II and later forcibly annexed to the Soviet Union, have been bidding to become big-time visitor destinations.

The capitals -- Tallinn (Estonia), Riga (Latvia) and Vilnius (Lithuania) -- have well-preserved old towns. Charming boutique hotels have opened; so have good restaurants that shy away from such regional specialties as jellied pork, blood sausage and groats with fried fatty meat, and cater increasingly to international tastes.

But like most fairy tales, this one has a dark side. Those picture-postcard images of the Baltics sometimes are crowded out of my memory by reminders of decades of oppression: a dank torture cell in the Museum of Genocide Victims in a former KGB prison in Vilnius. The Museum of Occupations in Tallinn. And the Museum of the Occupation of Latvia in a windowless black slash of a building adjacent to Riga's Town Hall Square.

As they move forward, the Baltics don't want the suffering and losses of the dark days to be forgotten. My visit in late September tells me they shouldn't -- and they won't.

I arrived in Tallinn after an overnight train journey from Moscow, and checked into the nearby Merchant's House Hotel, steps from Old Town Square, the heart of the old city.

I bought a ticket for Tallinn City Tour's hop-on, hop-off sightseeing excursion on a red double-decker bus. It has English audio and during the nearly two-hour ride, proved a good way to see the green suburbs and the forgettable modern city.

We drove to Kadriorg, a tony residential suburb where we glimpsed the Baroque summer palace of Peter the Great (now an art museum). And we passed the Song Festival Grounds, where every five years the Songfest -- a national obsession since 1869 -- attracts up to 35,000 singers in folk costume and 250,000 spectators. (The next one will be in 2009.)

Having seen as much of modern Tallinn as I needed to, I went to the tourism office and rented a self-guided audio walking tour of the old city, the focal point of which is the 600-year-old Town Hall and its green dragonhead gargoyle drainpipes.

A small museum inside offers a glimpse into life in Tallinn. In the Middle Ages it was called Reval and was a major port of call on the Hanseatic trade route.

In one corner of the square is the 15th century raeapteek, or apothecary, where the infirm once bought such "cures" as black cat urine and fish eye powder. There's a little apothecary museum and, next door, an antiques shop where I bought a couple of Soviet-era replica posters but passed on a framed color portrait of the ill-fated Czar Nicholas II and family and a pocket watch with Adolf Hitler on its face.

By sheer luck, I stumbled on little Katariina Kaik, a narrow lane between Vene and Muurivahe streets, where Katariina Gild artisans make and sell textiles, leather goods, jewelry, glass and ceramics.

Old Tallinn is a delight to explore on foot. The upper level of the old town, Toompea, is where the movers and shakers once lived; the lower town was home to merchants.

Two paths -- the very steep short leg and the long leg -- connect the two. Toompea castle, now home to the Parliament, flies the tricolor flag of Estonia.

In Tallinn, I boarded a bus for the 21/2-hour trip to Riga, where I checked into the lovely little boutique hotel Ainavas in the old town.

With a population of 800,000, Riga is the largest of the Baltic capitals. In many ways, it is also the prettiest. A river -- the Daugava -- runs through it, and it is rich in parks, which are bisected by a canal (once a defensive moat) crossed by 16 bridges. Aside from the pedestrian-friendly old city, with its intriguing narrow lanes and medieval squares, you'll see fabulous Art Nouveau facades, many of them along Alberta, Vilandes, Antonjias and Elizabetes streets in the new city.

Art Nouveau, or Jugendstil, arrived in Riga at the turn of the 20th century and today the facades of many of the buildings, with their human figures, masks, animals and garlands of fruit and flowers, have been cleaned up. There's another caché of Art Nouveau in the old town, notably along Kaleju, Kalku and Smilsu streets.

At Riga's Central Market, hundreds of merchants hawk their wares inside five huge former German zeppelin hangars. The market's not all about food, pig snouts aside. You can also pick up a CD or a pair of sunglasses.

On my last evening in Riga, I went to a free concert at St. Peter's Church, presented by a women's a cappella choir from a local music college. Women took turns conducting, to enthusiastic applause. When one had taken her bow, a young man bolted up from the audience and kissed her. More applause.

Too soon, I was on the road again, traveling by bus south to Vilnius, the capital of Lithuania (population 600,000).

The Town Hall of Vilnius, an 18th-century classic building with six Doric columns, is now where public celebrations are held. It sits at the southern end of pedestrian-friendly Pilies Street, the busiest Old Town artery, with its souvenir shops and restaurants.

Look up when walking north on Pilies and you see an octagonal red tower, most of what remains of the city's 15th century castle. Walk slowly and you'll discover hidden courtyards.

Napoleon slept in Vilnius, in what is now the presidential palace, during his army's ill-fated march on Moscow in 1812, and stabled his horses in the Gothic 16th century St. Anne's Church that, it's said, he wished he could transplant to Paris.

The church was only steps from my Old Town hotel, the Shakespeare, a small place so nice that it alone would tempt me to return to Vilnius.

Vilnius is a predominantly Catholic city and one of its treasures is the black Madonna, a silver-overlaid painting of the Virgin Mary -- without the infant Jesus. The Virgin, thoughtto have healing powers, is in a Baroque chapel atop the ancient Gates of Dawn, at the southern end of Ausros Vartu Street. Pope John Paul II was among pilgrims who have prayed here.

My most riveting memory of Vilnius is of the Museum of Genocide Victims, housed in the former prison of the old KGB building at 2a Auku St. Here, dissidents and human rights fighters were jailed and interrogated before being sent to gulag prisons and labor camps in the Soviet Union.

Vilnius, which together with its Baltic sister capitals is now a member of the European Union, is rewriting its modern history.

Getting there:

The least expensive of the three capitals to fly into isTallinn, Estonia. Connecting service is available on Lufthansa,American and Virgin Atlantic.

Telephones:

To call the numbers below from the U.S., dial 011 (theinternational dialing code) and the number.